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    a5593339.htm

    January
      25,
      2008

    VIA
      EDGAR
      and FEDEX

    United
      States Securities and Exchange
      Commission

    Division
      of Corporation
      Finance

    100
      F Street,
      N.E.

    Washington,
      D.C.
      20549-3628

    Attention:  Hanna
      Teshome

              Re:

              Autoliv,
                Inc.

              File
                Number:
                001-12933

              Form
                10-K for
                the fiscal year ended December 31,
                2006

    Dear
      Ms.
Teshome:

    On
      behalf of Autoliv, Inc.
      (the “Company”),
I
      am respectfully responding to the comments
      received on January 15,
      2008from
      the staff of the Securities and
      Exchange Commission (the
“Staff”)
      regarding the Company’s
      definitive proxy statement
filed on March 8,
      2007.

    For
      ease of
      review, I have set forth below each of the numbered comments of the Staff’s
      letter and the Company’s responses thereto.

    Compensation
      Discussion & Analysis

              1.

              Please
                provide an expanded analysis
                of the elements
                and levels of compensation paid to the named executive officers.
                Throughout your Compensation Discussion and Analysis, and as to each
                compensation element, you should provide an analysis of how you arrived
                at
                and why you paid
                each particular level and
                form of compensation for 2006. Your Compensation Discussion and Analysis
                should provide investors with an understanding of the specific factors
                considered by the committee in ultimately approving particular pieces
                of
                each named
                executive officer’s
                compensation package and it
                should describe the reasons why the committee believes that the amounts
                paid to each named executive officer are appropriate in light of
                the
                various items it considered in making specific compensation
                decisions.
                Item 402(b)(2) of
                Regulation S-K sets forth examples of material information that
                could be appropriate
                for discussion
                in
                compensation
                discussion and analysis. Please give
                appropriate
                consideration to how these topics are applicable to your executive
                compensation
                program
                and revise your disclosure
                accordingly.

    Response:  The
      Company
      respectfully submits that in future filings the Company will expand the analysis
      of the elements and levels of compensation paid to the named executive officers,
      will provide an analysis of how
the
      Company arrived at and paid each
      particular
      level and form of compensation,
      will describe the specific
      factors considered by the
      committee in ultimately approving particular pieces of each named executive
      officer’s
      compensation package,
      and will describe
      the reasons why the committee
      believes that the amounts paid to each named executive officer are appropriate
      in light of the various items it considered in making specific compensation
      decisions. In addition, the
      Company respectfully
      submits that in future filings the Company will give appropriate consideration to how
      the
      topics in Item 402(b)(2) of
      Regulation S-K are
      applicable to the
      Company’s
      executive compensation program and will
      revise its
      disclosure accordingly.

              2.

              Your
                disclosure indicates
                that you rely on
                certain benchmark companies for guidance in setting your
                compensation.  Please
                revise your
                disclosure in future filings to identify the companies to which you
                benchmark your compensation.  If you have benchmarked
                different elements
                of
                your compensation against different benchmarking groups, please identify
                the companies that comprise each group.  Refer to Item
                402(b)(2)(xiv) of Regulation S-K.  Furthermore, please discuss
                where you target each element of compensation against
                the peer companies and where
                actual payments fall within targeted parameters.  To the extent
                actual compensation was outside a targeted percentile range, please
                explain why.

    Response:  The
      Company
      respectfully submits that in future filings the Company will identify the
      companies in the Company’s designated peer group and will discuss where the
      Company targets each relevant element of compensation against the peer companies
      and where actual payments fall within targeted parameters.  To the
      extent actual compensation was outside a targeted percentile range, the Company
      will explain why.

    *
      * *

    The
      Company acknowledges that
it is responsible for
      the
      adequacy and accuracy of the disclosure in the filing; that Staff
      comments or changes to disclosure
      in response to Staff
comments
      do not foreclose the Commission
      from taking any action with respect to the filing; and that it
      may not assert Staff comments as a
      defense in any proceeding initiated by the Commission or any person under the
      federal securities laws of the United States.

    *
      * *

    Please
      do not hesitate to contact me by
      telephone at 011
      46 8 587
      20
      608, by fax
      at 011
      46 8 587
      20 633,
      or by email lars.sjobring@autoliv.com with
      any questions or comments regarding
      this correspondence.

    Very
      truly yours,

    Lars
      Sjöbring

    Vice
      President Legal
      Affairs,

    General
      Counsel and
      Secretary

                cc:

                Lars
                  Westerberg, Chairman,
                  Autoliv,
                  Inc.

                James
                  M. Ringler, Chairman of the
                  Compensation Committee, Autoliv,
                  Inc.

                Jan
                  Carlson, President
                  and CEO, Autoliv,
                  Inc.